National Energy Services Reunited Corp. Commitments Disclosure

13. COMMITMENTS AND CONTINGENCIES

 

Capital expenditure commitments

 

The Company was committed to incur capital expenditures of $45.6 million and $33.6 million at December 31, 2025, and 2024, respectively. Substantially all of the commitments outstanding as of December 31, 2025, are expected to be settled during 2026 and 2027.

 

Other commitments

 

The Company purchases certain property, plant, and equipment using seller-provided installment financing with payment terms extending to 12 months. As of December 31, 2025, and 2024, the Company recorded $2.1 million and $1.3 million, respectively, in Accounts payable for amounts due using seller-provided installment financing.

 

The Company had outstanding letters of credit amounting to $6.6 million and $2.3 million as of December 31, 2025, and 2024, respectively.

 

In the normal course of business with customers, vendors and others, the Company has entered into off-balance sheet arrangements, such as surety bonds for performance, and other bank issued guarantees which totaled $187.1 million and $165.4 million as of December 31, 2025, and 2024, respectively. The Company has also entered into cash margin guarantees totaling $14.9 million and $4.2 million at December 31, 2025, and 2024, respectively. A liability is accrued when a loss is both probable and can be reasonably estimated. Cash margin guarantees totalling $7.9 million and $0.0 (zero) have been secured by restricted cash deposits at December 31, 2025, and 2024, respectively. None of the off-balance sheet arrangements either has, or is likely to have, a material effect on the Company’s consolidated financial statements.

 

Legal proceedings

 

In the first quarter of 2024, the Company lost control (ceased to be the primary beneficiary) of a subsidiary in Qatar following a judgment from a lawsuit concerning the ownership and historical profits of this entity. Neither the deconsolidation event nor any potential losses associated with these historical profits were deemed material to the Company’s financial position or results of operations. Subsequent to the judgment, the plaintiff initiated similar actions against other unrelated Company entities in both Qatar and the United Arab Emirates. Based on the advice of legal counsel in each jurisdiction, the Company believes it has strong grounds to defend its positions in both jurisdictions; however, the ultimate outcome of these proceedings cannot be determined at this time. The Company currently estimates that a loss in the range of $1.2 million to $11.8 million (43.1 million Qatari Riyals), for which it is jointly and severally liable with a co-defendant, could be incurred in connection with these matters.

 

Additionally, the Company is involved in certain legal proceedings which arise in the ordinary course of business and the outcomes of which are currently subject to uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of the amount of any loss are difficult to ascertain. Consequently, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of these disputes. The Company is contesting these claims/disputes and the Company’s management currently believes that it is not required to recognize a provision because they are not probable or reasonably estimable and any impacts are not expected to have a material impact on the Company’s business, financial condition, results of operations, or liquidity.